Below are the options for managing a defaulting LP:
Option 1: The cleanest and best option is for you have the defaulting LPs sell their position other buyers. To ‘replace’ LPs - new LPs need to buy the entire position from the defaulting LPs. Here is how it works:
Option 1: The cleanest and best option is for you have the defaulting LPs sell their position other buyers. To ‘replace’ LPs - new LPs need to buy the entire position from the defaulting LPs. Here is how it works:
- You introduce them (defaulting LP 1) to a buyer (LP 2), or they find a potential buyer
- LP 1 & LP2 agree on a price (i.e. I’ll give you $15k for the $25k capital call that you made and I’ll take over the capital calls)
- They notify you for approval
- You notify us and we’ll handle the transfer.
Important: new LPs must buy the entire position of the default LP. So, if the defaulting LP signed an LPA for $100k, the new LP needs to buy the entire $100k position (not more, not less)
Option 2: Adjust capital account balance. This would effectively reduce the fund size without lowering the total Management Fees. Under this scenario, you re-adjust their contribution as if they committed less capital and there fore you get less fees. So, if $100k commitment wired $50k so far and can’t make any more capital calls - they are now a $50k LP and the fund gets $10k in management fees (20% of the new comittment) vs $20k if the LP continues making their capital calls to reach $100k.
Option 3 (last resort): Invoke Default Provision in the LPA. For example, the Cornerstone LPA states: (b) if the Limited Partner has made a Capital Contribution, General Partner may sell the defaulting Limited Partner’s Interest for a purchase price equal to 50% of the lesser of (i) the defaulting Limited Partner’s aggregate Capital Contributions, or (ii) the Fair Value of the defaulting Limited Partner’s Interest at the time of default
Option 2: Adjust capital account balance. This would effectively reduce the fund size without lowering the total Management Fees. Under this scenario, you re-adjust their contribution as if they committed less capital and there fore you get less fees. So, if $100k commitment wired $50k so far and can’t make any more capital calls - they are now a $50k LP and the fund gets $10k in management fees (20% of the new comittment) vs $20k if the LP continues making their capital calls to reach $100k.
Option 3 (last resort): Invoke Default Provision in the LPA. For example, the Cornerstone LPA states: (b) if the Limited Partner has made a Capital Contribution, General Partner may sell the defaulting Limited Partner’s Interest for a purchase price equal to 50% of the lesser of (i) the defaulting Limited Partner’s aggregate Capital Contributions, or (ii) the Fair Value of the defaulting Limited Partner’s Interest at the time of default